Scope of the Agreement Contract Clauses (18)

Scope of the Agreement. 2.1. Generally. Each Party shall: (a) contribute to the Study such resources as are necessary to fulfill its obligations set forth in this Agreement; and (b) act in good faith in performing its obligations under this Agreement and each Related Agreement to which it is a Party. 2.2. Manufacturing Delay. Each Party shall notify the other Party as promptly as possible in the event of any Manufacturing delay that is likely to adversely affect supply of its Compound as contemplated by this Agreement.... 2.3. Compound Commitments. 2.3.1 Company agrees to Manufacture and supply the Company Compound for purposes of the Study in accordance with Article 8, and Company hereby represents and warrants to Merck that, at the time of Delivery of the Company Compound, such Company Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for the Company Compound; (b) the Clinical Quality Agreement; and (c) all Applicable Law, including cGMP and health, safety and environmental protections. 2.3.2 Merck agrees to Manufacture and supply the Merck Compound for purposes of the Study in accordance with Article 8, and Merck hereby represents and warrants to Company that, at the time of Delivery of the Merck Compound, such Merck Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for the Merck Compound; (b) the Clinical Quality Agreement; and (c) all Applicable Law, including cGMP and health, safety and environmental protections. 8 CONFIDENTIAL 2.3.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that, for clarity, Company shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.4). 2.4. Delegation of Obligations. Each Party shall have the right to delegate any portion of its obligations hereunder as follows: (a) to such Party's Affiliates; (b) to Third Parties that are set forth in the Protocol as performing Study activities or as conducting Sample Testing for such Party; (c) to the extent related to the Manufacture of such Party's Compound; and (d) upon the other Party's prior written consent. Any and all Third Parties to whom a Party delegates any of its obligations hereunder are referred to as "Subcontractors". Notwithstanding any delegation of its obligations hereunder, each Party shall remain solely and fully liable for the performance of its Affiliates and Subcontractors to which such Party delegates the performance of its obligations under this Agreement. Each Party shall ensure that each of its Affiliates and Subcontractors performs such Party's obligations pursuant to the terms of this Agreement, including the Appendices and Schedules attached hereto. Each Party shall use reasonable efforts to obtain and maintain copies of documents relating to the obligations performed by such Affiliates and Subcontractors that are required to be provided to the other Party under this Agreement. 2.5. Compounds. This Agreement does not create any obligation on the part of Merck to provide the Merck Compound for any activities other than the Study, nor does it create any obligation on the part of Company to provide the Company Compound for any activities other than the Study. View More

Scope of the Agreement. Subject to the terms and conditions of this Agreement, Lazuriton Nano Biotech hereby appoints Distributor as an authorized distributor of the Nano fertilizers products manufactured by Lazuriton Nano Biotech listed in Exhibit A (the "Products") in the territory set forth on Exhibit A (the "Territory"), and Distributor accepts such appointment. Distributor may not sell the Products to customers in another territory where Lazuriton Nano Biotech has reserved such territory exclusively for itself or ...another distributor. Distributor not, directly or indirectly (including through its affiliates), actively solicit orders for any of the Products in any such territory; provided, however, Distributor shall not be prevented from accepting and filling unsolicited orders for the Products from a customer located outside the Territory. (b) Products. Lazuriton Nano Biotech reserves the right to discontinue or modify the Products, modify the Product specifications, or replace the Products with other Nano fertilizers products, in its sole discretion; provided, however, except as required by law, any such discontinuations, modifications, or replacements will not apply to Products that are subject to an outstanding purchase order accepted by Lazuriton Nano Biotech. (c) Competitive Products. During the Term (as defined below), Distributor shall not promote or sell, directly or indirectly, any product manufactured or offered for sale by another person or entity, which product competes with the Products (each, a "Competing Product"). Distributor warrants that it does not promote or sell, directly or indirectly, any Competing Product as of the Effective Date. During the Term, Distributor shall disclose to Lazuriton Nano Biotech any new Nano fertilizers products that Distributor intends to promote or sell, as well as the manufacturer of such products, prior to promoting or selling such products, and Lazuriton Nano Biotech shall determine, in its sole discretion, whether such products are Competing Products. (d) Independent Contractors. The relationship of Lazuriton Nano Biotech and Distributor established by this Agreement is that of independent contractors and nothing contained herein shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; or (iii) allow Distributor to create or assume any obligation on behalf of Lazuriton Nano Biotech. All financial obligations associated with Distributor's business and its performance under this Agreement are the sole responsibility of Distributor. (h) Subdistributors. Distributor shall not appoint or use any third parties to market, sell or distribute the Products, unless such subdistributors, and Distributor's written agreement authorizing such subdistributor to market, sell or distribute Products, has been expressly approved by Lazuriton Nano Biotech in writing. View More